(Middle of a rainy night. Numerous cars drive up. We are at the Operations Center, US Joint Task Force Intelligence. Officers aim their guns as more cars drive up, including one van. The van comes to a stop and the officers point their guns at the back door. They open the doors and climb in. They remove the handcuffs and chains holding Irina down. She has a smug smile on her face as they lead her to her cell, handcuffed with ankle irons, underground.)

(She stops and he kind of gives her a look because everyone knows he has no friends, only enemies.)

FRANCIE: ...Or whatever. You like to go there, you like the food, what color are the walls?

(She shows him three color samples: an array of yellows, reds, and blues.)

JACK: I'm... not really into interior decorating.

FRANCIE: I'll get Syd.

(In the bathroom, Sydney bandages her shoulder.)

FRANCIE: (knocks) Syd, your dad's here!

SYDNEY: Okay, I'll be right out.

(Back in the kitchen/living room.)

JACK: You know, to the Vietnamese and Chinese, the color white means death and bad fortune. (pause) Try red.

FRANCIE: Really.

SYDNEY: Hi.

(Jack nods.)

SYDNEY: Will's sentencing is at two, I'll meet you there?

FRANCIE: Yeah. (to Jack) Did you hear about Will? The story he made up, he was high the whole time.

JACK: Yes. I saw it on the news. Unfortunate.

FRANCIE: You know what I want to do to the guys who introduced Will to heroin? I want to kill him. With my hands. I just want to kill him.

JACK: I can imagine.

FRANCIE: See you at the courthouse. (to Jack) And I'm going to go buy some red paint.

(She leaves.)

JACK: I thought you'd want to know... Your mother's transfer is complete. She's being held at a joint task force facility downtown.

SYDNEY: The idea that the CIA is willing to work with Irina Derevko is insane.

JACK: Worse, it's naive. Your mother didn't just conveniently turn herself in. This is all part of the manipulation.

SYDNEY: Well, she's their problem now. She's not yours. And she's not mine.

(When putting on her jacket, she winces a little bit.)

JACK: You... okay?

SYDNEY: My shoulder's healing, if that's what you mean.

JACK: It's not, actually.

(Pause.)

SYDNEY: Thanks for asking. I'm fine. I don't support the death penalty, but I hope she dies for all that she's done. I really do.

(London, Alliance headquarters. All the important faces are there.)

RAMOND: Arvin Sloane is a man of integrity and courage. As the head of SD-6 he brilliantly executed Alliance policy, helping to slowly and invisibly seize control of world markets, governments and technology. Now, as the newest full partner of the Alliance, I feel confident that he will play a major part in shaping that policy for years to come. I speak for everyone when I offer you my condolences on the passing of your wife.

SLOANE: Thank you.

RAMOND: We respect and admire your willingness to do what was necessary inthat matter.

CHRISTOPHE: You have been made aware of the initiation procedure?

SLOANE: I have.

CHRISTOPHE: And the reasons for it?

SLOANE: Yes.

(The head of security takes a syringe, a yellowish liquid and loads the syringe into a shooter. Could be truth serum, could be something entirely different. He injects Sloane in the neck.)

RAMOND: Welcome to the Alliance.

(Everyone claps.)

(Self-storage facility with Vaughn and Sydney.)

SYDNEY: Sloane got back from London last night. A full partner in the Alliance. Emily knew the truth. Her death, his immediately being let in, I'm confident he killed his wife to get that seat.

SYDNEY: SD-6 and the Alliance believe that my mother's in hiding. And they know that Khasinau is dead, and they're correct to assume that what's left of her organization is vulnerable. The Alliance wants whatever assets they can get their hands on.

VAUGHN: So where are they starting?

SYDNEY: My mother used blackmail. Extensively. In running her operation, she would get dirt on people - powerful and important people - and coerce them into doing whatever she needed. Pornographic photographs, illegally obtained audio files, names, dates, they're all on one computer disk.

VAUGHN: So what does the Alliance want? The dirt?

SYDNEY: To hear Sloane tell it, it's all about God and country.

(Flachback to briefing in the conference room.)

SLOANE: It is our obligation to do whatever we can to retrieve the disk. Now, what you're looking at is the El Sebka hotel in Rabat.

JACK: A Derevko operative named Mohammed Naj lives and works out of the fourth floor.

SLOANE: Early last week the blackmail disk in question was taken to a vault at that location. The operation is simple: break into the vault, retrieve the disk.

(Back at self-storage.)

SYDNEY: My flight's at six.

VAUGHN: We'll make contact with a countermission no later than three.

SYDNEY: Okay. How's Weiss?

(Vaughn's cell rings.)

VAUGHN: He's still in the hospital, but the doctors say he's going to be okay. And until then, I've got to feed his fish. (answers phone) Yeah. Yes, let him through. (hangs up) It's Kendall.

SYDNEY: What does he want?

VAUGHN: I don't know.

SYDNEY: I don't trust him.

VAUGHN: We have to hear him out.

SYDNEY: Hear him out? He arrested me.

VAUGHN: He's in control of the operation.

SYDNEY: He thought I was the devil!

(Kendall walks in.)

KENDALL: Mr. Vaughn. Agent Bristow.

VAUGHN: Did you clear this meeting through Devlin?

KENDALL: No, I'm sorry. I don't have time to go through channels. There's been an interesting development regarding your mother. As you know, she surrendered to the CIA and claims to want to cooperate.

SYDNEY: So she's handed over her agency's operations manual? The Bible?

KENDALL: No. And she won't talk about it. She won't talk to us about anything.

SYDNEY: Then as far as I'm concerned, that's the end of the story.

KENDALL: Well, that's the interesting development. It seems that the only person she's willing to talk to is you.

SYDNEY: Then you're out of luck.

KENDALL: I'm afraid you're going to have to talk to--

VAUGHN: Excuse me, you can't compel Agent Bristow--

KENDALL: That's exactly what I can do!

SYDNEY: (to Vaughn) Are we through?

KENDALL: Miss Bristow, I don't have to remind you that this is a matter of national security, do I?

VAUGHN: (to Sydney, smiling) Yeah. We're through.

SYDNEY: (to Vaughn) I'll wait to hear from you.

(She walks out.)

KENDALL: Just so we're clear, Mr. Vaughn, I know all about your participation in busting Agent Bristow out of federal custody. Convince her to talk to her mother, or face charges of obstructing justice and harboring a fugitive.

(He starts to walk out.)

VAUGHN: Guess it's two-for-one day on blackmail.

(Courthouse hearing. Sydney and Francie are sitting back behind where Will is standing before the judge, dressed in a suit.)

JUDGE: So, Mr. uhh... Tippin. Do you understand what you're being accused of here today?

WILL: Yes, Your Honor. I do.

JUDGE: Felony charge of heroin possession, misdemeanor count of being under the influence of a controlled substance. How are you pleading?

WILL: Guilty.

JUDGE: Under proposition thirty-six, you are to receive probation and are hereby ordered to complete a certified drug treatment program. In addition, you must complete one hundred hours of community service. Fail to meet any of these requirements, and you will serve time.

(Self-storage. Sydney and Vaughn meet about the countermission. He gives her a necklace to wear.)

VAUGHN: It's a subvocal mike, with it, we can hear what's going on between you and Dixon at all times. And as soon as you can, I want you to go radio silent with him so you and I can talk.

SYDNEY: Call waiting for spies.

VAUGHN: Yeah. Now, the blackmail disk is in Naj's suite on the fourth floor. As soon as you get it, you'll deliver it to this man. (shows a picture) Richard Schmidt, he's working under a diplomatic cover at the Rabat embassy. He'll be waiting for you on the third floor. Now, Sloane is obviously looking for something specific. We don't know what. Schmidt will scan the disk, analyze what's on it, and spit up a bogus copy that's close enough to the original to fool Sloane. That's the disk you'll deliver to SD-6.

SYDNEY: Okay.

VAUGHN: Or... you could ask your mother about the contents of the disk.

(Pause.)

SYDNEY: Kendall must really be putting on the pressure for you to ask me that.

VAUGHN: Yeah, he is. But I've been thinking about it myself. Syd, you're good atthis. I mean, this is what you're trained for -- compartmentalizing your emotions. You do it on every mission. You do it with Sloane.

SYDNEY: This isn't the same.

VAUGHN: Syd, I would never force you to do this. I would never make this an official request, but I also know what you want more than anything is to destroy SD-6 and bring an end to the Alliance. And if she can help us, then why not use her?

SYDNEY: Because I can't. Because I won't. Maybe you could shut down with her. I couldn't. I'll talk to you from Rabat.

(Hurt that he asked, she leaves.)

(At the joint task force building, Vaughn and Kendall talk in front of a monitor that shows the camera in Irina's cell.)

VAUGHN: I spoke with Agent Bristow and she has no intention of speaking with her mother.

(Vaughn sighs. They look at the monitor where Irina walks around her cell, bored.)

KENDALL: That woman, forty-eight hours ago, was one hundred per cent bad news. But now she's ours and there is just a chance, Mr. Vaughn, that she has turned.

VAUGHN: When she got done with my father, he could only be identified by his dental records.

KENDALL: Yes. Nevertheless, she headed up an organization that controlled people who influenced policy decisions at NATO, the U.N., the World Bank. Even with all our resources, the CIA doesn't know the full scope of her operation. The key players, their methods, acquisitions, ambitions...

VAUGHN: If I can get her to talk, I don't want you to ask Sydney to see her ever again.

KENDALL: Well, I'm not going to make that promise.

VAUGHN: You're not the easiest guy to work with, are you?

KENDALL: No. No, definitely not.

(In Rabat, at the hotel, Dixon sits in the lobby and waits. The telephone rings and he goes into the phone booth to answer it. Once he's inside, he talks to Sydney and gets out a laptop.)

DIXON: I have a twenty on Naj and his bodyguard.

SYDNEY: (off camera) Okay, I'm coming in.

DIXON: Okay, Syd. We're on. Syd, you close?

SYDNEY: (off camera) I'm right behind you.

(He smiles and looks out the booth. She walks in all glamorous and tucks her hair behind her ear.)

DIXON: You know, you always do that.

SYDNEY: What?

DIXON: What you just did with your hair. It's your thing.

SYDNEY: I don't have a thing!

DIXON: It is. It's your thing.

(Sydney approaches the desk of the hotel and Dixon starts typing.)

SYDNEY: (heavy Italian accent) If the rest of the hotel is like this, sara perfecto!

HOTEL GUY: And how may I help you?

SYDNEY: My name is Betricia Cunelli. Mio marito Silvio and I are in town for three months while I recover from a ridiculo jet skiing accident off the coast of Mallorca. Precendente travel agent book us into the Daram which turns out to be total (speaks Italian that I couldn't make out). Now that I see this, I call Silvio and tell him bring the bags right over.

HOTEL GUY: Your... bags.

SYDNEY: We were at a cocktail party lastnight and the Consul General said that he simply raves about this place. Naturally I called and booked a suite immediante.

(Dixon takes out someone's name from the reservation database and types in Silvio Cunelli.)

HOTEL GUY: There must be some mistake made. We are completely full.

SYDNEY: Do me a favor, darling. Check for me? Betricia Cunelli.

HOTEL GUY: Yes, of course, but I'm pretty sure it's--

(He looks and thanks to Dixon...)

HOTEL GUY: (confused) ...Reservation for Mr. and Mrs. Cunelli.

SYDNEY: I hope it's a room with a view.

(The hotel guy leads Sydney into the elevator to bring her to her room. The doors close and we hear a punching sound.)

(Vaughn is led underground, Clarice meeting Hannibal style, to Irina's cell. He walks slowly to the end of the hallway and approaches. As soon as she sees him, she comes close to the glass like a cat waiting for its next treat. She makes eye contact and never breaks it, staring right at him. He looks at her and then quickly looks away, down at the ground.)

VAUGHN: I'm interested in a computer disk containing information used for blackmail. We believe you're familiar with this item.

(She says nothing. Keeps looking right at him.)

VAUGHN: That's an implied question, I'll make it clear for you. Are you familiar with this item?

VAUGHN: I know you want to see your daughter. I can guarantee you that is never going to happen unless she knows you're cooperating. Prove yourself. Give Sydney a reason to see you.

IRINA: "Sydney"? Interesting.

VAUGHN: Agent Bristow is in Rabat now seeking to recover the list. Is there anything she should know?

IRINA: Next to the safe there's a fire alarm. If you want to protect her, tell her to pull it first then open the safe.

VAUGHN: Why?

IRINA: I've given you a gift and all you get from me... is one.

(Vaughn walks away, down the hall. He doesn't get too far before Irina speaks to his back.)

IRINA: You look just like him.

(He stops dead in his tracks and then talks to the guard.)

VAUGHN: I'm... through with the prisoner.

(She stares at him as he leaves. He glances over his shoulder back at her and then runs away with his tail between his legs.)

(Sydney walks in the suite and looks around. She starts waving something in the air and it crackles.)

MARSHALL: (VO) To find the safe, you're going to need this.

(Flashback to meeting with Dixon and Sydney in Marshall's office. He shows them the device.)

MARSHALL: Now, it looks like just a normal metal detector. Well, it is. That's right, we're going old school on this one.

(In the suite, the metal detector beeps. She's found it.)

(Back at the meeting.)

MARSHALL: Now, the safe is a Waldrasen. It's an original. I mean, the craftmanship is incredible, which, lucky for you, the same can be said about this. Now you know the stethoscopes that outlaws would use to rob banks back in the horses and the guns and the carri--? Well, I studied how those work, being a bit of an outlaw myself. Uh, basically, this is a superamplified version of that.

(The new stethoscope he's designed looks like a cone collar you'd put on your dog, only much smaller, and metal. Sydney slips it over the dial of the safe.)

MARSHALL: (VO) Now you just place this over the dial.

(Back at the meeting, he holds up a cell phone.)

MARSHALL: This part right there... and you type in 793 793. That spells "Syd" in case you forget. 793 'cause on the phone and the numbers and the letters. You know that.

(In the suite, Sydney types it in.)

MARSHALL: And basically, this will do the rest for you.

(At the CIA offices, Vaughn walks down the hall and enters the communications base for the operation. Kendall stands around with his headset on, listening in and supervising.)

VAUGHN: I need to talk to Agent Bristow.

AGENT: She's not radio silent. If we try to communicate, her SD-6 partner could hear us.

VAUGHN: Yeah, and if we don't, she could trigger the alarm.

(In the suite, Sydney activates the cell and waits as the numbers change, getting the combination for the lock.)

(Back in Marshall's office.)

MARSHALL: The locking mechanism is a set of wheels. The trick is to line up each notch with contact points. Now, once each notch is lined up, part of the combination will appear. Now when they all line up, the lock will open.

(He makes an opening gesture with his fingers.)

(In the suite, most of the numbers have been identified on the screen of the phone.)

SYDNEY: We're almost there. Going radio silent.

DIXON: Just be careful.

(At the comm base.)

VAUGHN: Now.

AGENT: Freelancer, this is boot camp. Do you copy?

SYDNEY: Go ahead, boot camp.

VAUGHN: Sydney, do not open the safe!

SYDNEY: What?

VAUGHN: Is there a fire alarm on the wall?

(Sydney looks around and finds it.)

SYDNEY: Yes.

VAUGHN: Okay, listen to me. It's a failsafe. Do not open the safe until after you pull the alarm.

SYDNEY: We had no intel on a failsafe. Where'd you get this information?

KENDALL: Vaughn spoke with your mother. The intel came from her. It's her disk. She's familiar with the vault. If there's a failsafe on it, she's gonna know.

SYDNEY: And what if there's not? I'm just supposed to pull the fire alarm?

VAUGHN: No, Sydney, I know this sounds crazy but I think it's for real.

SYDNEY: Vaughn, she wants me dead.

KENDALL: If that were true, Agent Bristow, she would have killed you in Barcelona.

SYDNEY: Did you talk to my father about this?

VAUGHN: Two minutes ago on the phone while we were waiting for you to go radio silent.

SYDNEY: What did he say?

VAUGHN: Your dad?

(Jack is sitting in his car talking on his cell with Vaughn at the base talking on a phone.)

JACK: The answer is NO!

VAUGHN: All I am asking is that you consider it!

JACK: CONSIDER the SOURCE!

VAUGHN: I don't need to be lectured on what we're dealing with!

JACK: This woman is NOT to be trusted!

VAUGHN: Jack, listen to me--

JACK: Under NO CIRCUMSTANCES dicuss this with my daughter!

(Back to the present.)

VAUGHN: Respectfully Syd, I don't think your father can think clearly where your mother is concerned.

SYDNEY: And you can?

VAUGHN: I'm trying and she has nothing to gain by lying.

KENDALL: Miss Bristow, I want you to pull that fire alarm.

(She looks at it. The numbers are almost all changed, the lock is soon opened.)

VAUGHN: Sydney... I'd do it.

(She puts her finger on the alarm, ready to pull it.)

KENDALL: Agent Bristow, pull that alarm!

(She's about to. Kendall and Vaughn exchange glances. Sydney doesn't do it. The lock is finished and she opens the safe. Nothing.)

SYDNEY: See what I mean?

(An alarm starts to wail loudly. Kendall and Vaughn listen until Sydney switches back to Dixon.)

SYDNEY: Dixon, I've tripped some kind of alarm. What do you see?

(Dixon peeks out the door of the telephone booth as Naj and another man go into the elevator.)

DIXON: Naj and his bodyguard are on their way up. You just look for the disk, I'll handle Naj.

(On his laptop, he initiates the system lockdown. Naj and his bodyguard are on the elevator when it suddenly stops. Inside the suite, Sydney gets the disk when a man enters and shouts something. She turns and beats him up with the cane she was carrying as part of her costume. She hits him in the knees with it to make him fall to the ground. Another man comes in and they exchange blows with Sydney elbowing him in the face. With the two men on the ground, Sydney starts to leave. She clicks over to the CIA.)

SYDNEY: This is Freelancer, I've got the blackmail disk.

RICHARD SCHMIDT: What's your position, Freelancer?

SYDNEY: Leaving the suite, heading for the stairs.

RICHARD SCHMIDT: On my way.

KENDALL: They got it.

(Schmidt walks towards Sydney. She smiles in relief. He puts out his hand when Dixon comes down the stairs and walks in front of Schmidt.)

SLOANE: Alain, Arvin. Yeah, I thought you shouldknow that SD-6 is in possession of the blackmail disk. Thank you. And more good news. You know the gentleman we discussed, Peter Fordson. Well we now have information on him. Photographs. No... of his daughter. Apparently, he's willing to pay a high price to keep them private. Well, if you saw them you'd know why. I leave for Helsinki tonight. I'm seeing Fordson myself. (hangs up)

(Self-storage.)

SYDNEY: I want to talk to my mother. I hate her. I don't understand her. I think she's a monster. But if she can help us bring an end to SD-6 then what I think is irrelevant.

VAUGHN: I'm not so sure.

SYDNEY: What?

VAUGHN: I-I've been thinking about it. I'm not certain that's a good idea.

SYDNEY: Is this about my father?

VAUGHN: He has a point.

SYDNEY: You said yourself he can't think clearly where she is concerned.

VAUGHN: That woman has an agenda.

SYDNEY: Vaughn, I screwed up!

VAUGHN: I wouldn't be so quick to trust her.

SYDNEY: If I'd listened to her--

VAUGHN: We don't know what she's after.

SYDNEY: --We'd have the disk right now. All I know is she offered good intel and I didn't choose to use it. Now SD-6 has the blackmail disk. We don't know what they want with it, but they've got it, we don't, and it's my fault.

VAUGHN: I know I'm the one who tried to convince you to see your mother. To be unemotional with her. I thought I could do it, see her and be as cold-blooded as she is. It's hard to explain, what it feels like, sitting across from her--what she did to my family, to my father. But she's your mother, Sydney. With all she's done, she is your mother.

SYDNEY: Vaughn, if you're worried about me... you don't need to be.

(At SD-6, the elevator doors open and Sydney enters the white room. She pauses in the center of the room and it illuminates red. She blinks a few times at the bright flash. Inside Sloane's office, she sits in front of his desk.)

SLOANE: I called you in to say thank you. We now have the disk and it's because of you.

SYDNEY: What was on it?

SLOANE: Horrible things. Private moments. The disk is a collection of physical manifestations, of human weaknesses, a took that some people - that your mother - used to extract favors from those in power. Which, Sydney, is something that I wanted to talk to you about.

(He gets up and sits next to her.)

SLOANE: Your mother.

SYDNEY: What about her?

SLOANE: You saw her in Taipei.

SYDNEY: Yes.

SLOANE: Well... (takes her hand) I just wanted to remind you that I am here for you if you ever need to talk.

SYDNEY: (smiles tightly) Thank you.

(He kisses her hand lovingly.)

SYDNEY: (VO) I wanted to cut off my hand.

(Sydney and her father are sitting in his car in the middle of nowhere.)

JACK: Did he say anything else about the blackmail disk? Why the Alliance wanted it?

SYDNEY: No, I thought you'd have seen it.

JACK: No. Sloane sent the disk to Alliance headquarters in London.

SYDNEY: I'll see if I can find out whatever is on that disk and why it was so important.

JACK: How are you going to do that?

SYDNEY: I'll ask Mom.

JACK: You've... agreed to see her.

SYDNEY: Yes.

JACK: Sydney, she is the enemy.

SYDNEY: And so is Sloane. And if the devil herself wants to help me bring him down, fine by me.

JACK: She has never been interested in helping you.

SYDNEY: She told me to pull the alarm.

JACK: Yes, and for all you know, that could've made things worse. Sydney, you're smarter than this. Your mother wants you to think she's your ally. That she can help you get what you want. Her intel might even be accurate once, twice, but the minute you start depending on her, she will gut you.

(On the side of the road, Will wears a bright orange jumpsuit and picks up garbage with other jumpsuit clad people.)

(Later at Francie and Sydney's, Will sits down with Francie at the table for a drink. Will's face is a giant tomato.)

FRANCIE: Will, what happened to your face?

WILL: You know the one thing they don't tell you about doing community service? Sunblock.

FRANCIE: Ohhh, buddy. How'd it go?

WILL: Oh, hanging out with a bunch of fellow drug addicts picking up copies of the newspaper I used to write for with a stick? It is not good. Oh, I saw you at the gas station over on National with some guy. Dark suit, fifty.

FRANCIE: Oh, um... that was the liquor license guy.

WILL: Well, wait a minute, like a mafia guy?

FRANCIE: Yeah, kind of.

WILL: Francie.

FRANCIE: It's just going to take me six months to get a legitimate liquor license!

WILL: So you're hanging out with the Gambino crime family and you're giving me grief about doing drugs?

FRANCIE: You have no idea what it takes to start a restaurant. I have to deal with contractors and sub contractors and--

WILL: I know, I know, I used to write at the metro desk. I wrote, like, two dozen pieces on restaurants. Healh departments, ratings, code requirements...

FRANCIE: I just need a liquor license.

WILL: No, no, no, what you need is someone who knows how the system works. Someone who can help you navigate. What you need is me. You know, former drug addict reporter... and sometimes lobster impersonator.

(They laugh.)

WILL: I'll help you out.

(On a bright and sunny afternoon, Sydney jogs through a park.)

VAUGHN: (VO) To get to the facility where your mother is being held, you'll go through a secret entrance. Start at the southwest corner of Riverside Park. Head east until you pass a homeless man sitting in front of a statue. He'll have a sign indicating he's a Vietnam vet. He'll have a cup. Drop a coin in it.

(Sydney does so.)

HOMELESS MAN: Freelancer requesting covert entry.

(Sydney jogs on.)

(In a control room, various monitors are set up.)

AGENT1: Copy that. Routing her in.

(Sydney jogs down a sidwalk.)

VAUGHN: (VO) At Riverside, turn left. The traffic camera will identify if you're being visually or electronically tracked.

(Sydney looks up at the traffic camera briefly and continues on.)

(In the control room, Sydney jogs on their monitors. Tracking for surveillance.)

AGENT1: She's clean.

(Sydney approaches an underpass.)

VAUGHN: (VO) In the underpass beneath the 134, there's an emergency phone. It's out of order. If it's ringing you've been cleared of all surveillance.

(It's ringing. Sydney stops in front of it.)

(Flashback to a meeting at the self-storage building with Vaughn. At this point of the directions, he gives her a small card.)

VAUGHN: This is a series of three-digit codes. Memorize them. They rotate weekly.

(Sydney starts punching in numbers on the phonepad.)

VAUGHN: (VO) After the phonerings, enter the appropriate code. In front of you there's an industrial shipping container. On the back side, a door will unlock. You'll go down a steep set of stairs through a series of checkpoints.

(Sydney goes inside and then opens another door once down there. She walks in.)

VAUGHN: (VO) And a quarter mile later you'll be at the operations center.

(Sydney walks in and looks around at everything. A short redhead comes up to her.)

VICKI: Agent Bristow, Vicki Crane. Right this way.

(She takes her over to Kendall.)

VICKI: Mr. Kendall.

KENDALL: I'm glad you changed your mind.

(Downstairs, Sydney begins the Clarice walk past guards. The guard escorting her presses his hand against a print sensitive control panel. Sydney walks down the hall and approaches her mom's cell. She stands in front of the glass. Her mom is at the back of the cell, turns and sees Sydney.)

(Sydney's leaving with tears in her eyes. She nods to the guards on the way out, letting them know she's done. Sydney turns a corner and by herself, she breaks down and cries.)

(Upstairs at the control center, everyone -- Kendall, Vaughn, Sydney, Vicki, an agent named Phillips and one of the agents from earlier -- is crowded around a computer looking at a surveillance picture of Peter Fordson.)

KENDALL: Here is what we know about Fordson. He's based in Helsinki. A year ago his company contracted with the Pentagon to manufacture a terahertz wave camera.

VICKI: Put in a satellite they can see into Norad undetected.

KENDALL: Last month Fordson failed to make delivery, complained production problems.

VAUGHN: Or produced the camera just fine but planned on delivering it to your mother.

SYDNEY: So SD-6 wanted the disk to blackmail Fordson into giving them the camera.

KENDALL: Phillips, get the floor plan for the Lasgrove building, any intel we've got. Crane, I want a meeting on op tech in one hour. (to Sydney) You're going to Helsinki. You're going to get that camera.

(Everyone walks away. Beat.)

VAUGHN: He's got a great bedside manner, huh?

(In Helsinki, Sydney walks into a restaurant with a cigarette in her hand and sporting a black wig. Vaughn sits at the bar. Sydney walks past him.)

VAUGHN: (via transmitter) The guards will be changing shifts in two minutes. You should be in the lab by the time they leave and have five minutes before they get back.

(She walks through the restaurant and goes out on the balcony. She rips off her jacket and starts prepping the cord and slider. Inside, Sloane walks in.)

VAUGHN: Syd... Sloane's here.

SYDNEY: He's after the camera, too?

VAUGHN: Do you want to call off the op?

SYDNEY: No, we go for it.

VAUGHN: Are you sure?

SYDNEY: I just need a minute.

(She throws the cord over the side. Inside the restaurant...)

SLOANE: Mr. Fordson, Arvin Sloane.

FORDSON: You Americans are persistent. I'm telling you on the phone our company is not looking for new partners and still you come all this way.

VAUGHN: Syd, you ready?

SYDNEY: The handbrake won't lock into place!

SLOANE: Why don't we talk about it on the balcony? Shall we?

VAUGHN: Syd, he's headed right towards you.

SYDNEY: I'm not ready yet!

(She's squeezing the brake into place but it's not budging.)

VAUGHN: You better get ready.

(Sloane and Fordson walk through the restaurant and are about to go on the balcony.)

VAUGHN: Syd, he's going to see you.

(A waiter walks by Vaughn with a tray of food. Thinking quick, he sticks out his leg and the waiter trips, falling to the ground and spilling everything on the floor. The dishes clatter and Sloane and Fordson, about the enter the balcony, look up to see the commotion. Sydney finally locks the handbrake.)

SYDNEY: I'm good, thanks!

(She falls over the side of the balcony and starts zooming down the side of the building on a cord. She uses the handbrake to stop, mid-air, at the right floor.)

SYDNEY: I'm at fourteen!

(Hanging midair, she gets closer to the fourteenth floor window.)

SYDNEY: Where's Sloane?

VAUGHN: With Fordson, putting on the squeeze.

(Out on the balcony, Sloane gives Fordson a large envelope.)

FORDSON: This is your proposal?

SLOANE: No. My proposal is that we go downstairs. That you give me your T-wave camera and that I keep your daughter's deprevations our secret. Derevko's gone. You work for me now. Let's not waste time.

(He opens the envelope and takes a look at the photographs. His face falls.)

(On the side of the building, Sydney suction cups to the window and takes out a laser gun. She draws a circle with the laser. Sloane and Fordson walk back into the restaurant. Vaughn watches. Sydney takes out the circle of glass she cut out. The men walk to the elevator. Sydney swings herself into the building.)

VAUGHN: Sloane just left. I repeat, he is on his way.

(Vaughn follows down the hall to see where they're going. Downstairs on fourteen, Sydney gets to the lock on the lab and starts picking at it. Vaughn watches the elevator numbers change. In the elevator, Fordson takes a look at Sloane's bodyguard who's watching him intently. Sydney gets the lock open and goes inside the lab, starts looking for it.)

SYDNEY: Found it!

(She puts the camera in her bag. Meanwhile, Vaughn is watching the numbers above the elevator. They're on the eighteenth floor and descending.)

VAUGHN: Syd, only four more floors to go.

SYDNEY: Got it. Meet me at the extraction point.

(Sydney runs out of the lab with the camera. She gets out of the lab and looks as Sloane is walking down the hall toward her. She gulps and runs to hide. Sloane approaches and they go inside the lab. Behind them, Sydney is hiding in a small part high on the wall. The lab door closes and Sydney jumps down and runs to the window where her circle is cut out. She climbs on, joins the rope to her harness and slides down to the ground. Vaughn drives up in his car.)

VAUGHN: Let's go!

(She climbs in and they drive off. Inside the lab, Sloane and the others see that nothing is there.)

FORDSON: This is where it was, I'm telling you!

SLOANE: Well if it's not here... it's somewhere.

FORDSON: I don't know, I swear to God, I don't know!

(The bodyguard takes out a gun with a silencer attached and shoots Fordson in the leg. He yelps and falls down, blood coming out.)

FORDSON: Ahhh!

SLOANE: Just think about it. Where could it be?

(Back in Los Angeles, Sydney walks in the task force command center with the camera. She puts it down in front of Kendall.)

SYDNEY: We're on the same side. It's time you started acting like it.

(She starts to leave when Vicki runs up to her.)

VICKI: Agent Bristow, hi. We had a briefing with Derevko about wave technology, what she konws about it, how it works. Two hours and your mother didn't say a single word.

SYDNEY: It's Vicki, right?

VICKI: Yeah. With an "i" at the end.

SYDNEY: Vicki. I'm tired and I want to go home. I don't mean to be rude but if there's nothing else...

VICKI: Oh, no, I'm sorry, there's nothing else, no. Except... the one thing she did ask is if someone would pass along her congratulations to you. She seemed really proud. I hope you get some rest.

(Sydney tucks her hair behind her ear, doing her "thing," and goes down to the cell. She shows her pass to the guard.)

SYDNEY: I want to see the prisoner.

(He takes her in. Sydney walks down the corridor and comes to her mother's cell. Irina has her back turned but turns around to see her.)

SYDNEY: Let's get something clear. You are not my mother. My mother was Laura Bristow. Laura Bristow died in a car accident twenty-one years ago. You are a traitor and a prisoner of the United States government.

(Irina looks away, smug.)

SYDNEY: Look at me! We will interact only when necessary. You will address me as "Agent Bristow" and answer only the questions I ask. There will be no personal anecdotes, no comments about my job performance, no condolences or congratulations. Do you understand me?